Partner Terms of Service

This is for Civic Shout Partners. Here are our Affiliate and Activist terms.

These Terms and Conditions (“Terms”) will commence between Civic Shout LLC, d/b/a Civic Shout (“Service Provider”) and you (“Partner”) upon Partner’s use of Service Provider’s platform or services. These Terms shall apply to all “Services” as described in Section 1 herein and provided by Service Provider to Partner.

Services. Partner will receive access to Service Provider’s online platform (“Platform”) to create, conduct and monitor petition and Lead Ad campaigns for the purpose of growing Partner’s opt-in email and SMS lists (if ordering opt-in related Services) and driving traffic to Partner’s website (if ordering click based Services via the Express CPC program hereinafter referred to from time to time as “Express CPC” (in either case a “Campaign”). Partner may place orders at its discretion, which pursuant to these Terms, shall set forth the amount of opt-in email supporters purchased by Partner through Platform.
Special Offers. From time to time, Service Provider may make Special Offers available to some or all Partners. Such Special Offers are provided on an "as is" and "as available" basis, and they can be revoked or modified at any time with or without cause at Service Provider’s sole discretion.
Current Special Offers:
1. Spark Program. Qualified 501(c)(3) and 501 (c)(4) Partners are eligible to receive 1,000 free nationally-targeted email opt-ins per calendar month through Civic Shout’s Spark Program. For the removal of doubt, Civic Shout’s Spark Program is specific to opt-in acquisition. Express CPC services will not be offered through the Spark Program. To participate in the Spark Program and collect 1,000 free opt-ins in a given month, a Partner must:
  - Be organized under 501(c)(3) or 501 (c)(4) of the Internal Revenue Code
  - Work primarily at the national level (i.e. not focus on a particular state or region). Otherwise qualified Partners who signed up for Civic Shout before December 15, 2025 – but work primarily at the state or regional level – will continue to have access to the Spark Program provided that they meet all of the other requirements specified in this section.
  - Maintain an email list suppression file in Civic Shout’s database containing less than 500,000 contacts while the Spark credits are being redeemed
  - Publish at least one new petition or Lead Ad that adheres to Service Provider's Content Policy and hasn’t been used for the Spark Grant in the past
  - Place an order, for 1,000 or more nationally-targeted opt-ins. Please note that any opt-ins ordered in excess of the 1,000 will be billed as outlined in Section 4 below
  - Meet one of the following eligibility requirements:
2. Bulk Discounts. Service Provider may offer a Partner the option to place a bulk order for opt-in email supporters or website visits through Express CPC Services, and in exchange for doing so may receive a discount therefore. Any bulk order or bulk discount afforded to Partner shall be evidenced by a Purchase Order specifically referencing this Agreement executed by Service Provider and Partner (“Purchase Order”) and such Purchase Order shall be kept by Service Provider with all other documents related to Partner’s use of the Services.
3. Joint Action Program. Service Provider may, at its sole discretion, invite select Partners to participate in Civic Shout’s Joint Action Program (the “Joint Action Program”). Participation in the Joint Action Program, including eligibility to participate in or host Joint Actions (as defined below), is determined solely by Service Provider and may be modified, suspended, or terminated at any time in Service Provider’s sole discretion.
  Under the Joint Action Program, Service Provider may facilitate joint advocacy campaigns (“Joint Actions”) in which participating Partners may promote a shared petition, advocacy action, or campaign using a unique referral link. Certain Partners may also be approved by Service Provider to serve as hosts (“Hosts”) within the Joint Action Program and to create and host Joint Actions on topics of their choosing, subject to this Agreement and any additional policies or requirements established by Service Provider. Service Provider may identify the Host and/or participating organizations associated with any Joint Action.
  
  Host Data Access. Partner acknowledges and agrees that Hosts may receive certain information relating to individuals who sign or participate in Joint Actions hosted by such Host, including first name, last name, email address, ZIP code and cell phone number, subject to applicable law and Service Provider’s policies. By participating in a Joint Action, Partner understands and agrees that signer information may be shared with the applicable Host in connection with the operation of the Joint Action Program.
  
  Earning Credits. For each valid petition signature or action generated by a Partner through its referral link, as determined by Service Provider in its sole discretion (including the exclusion of fraudulent, duplicate, invalid, incentivized, or bot-generated submissions), Partner will receive an ad credit equal to three (3) clicks on a nationally targeted Express CPC ad. Hosts are also eligible to receive credits under the same three-to-one (3:1) ratio for valid signatures or actions generated through Joint Actions they host. This earning ratio is fixed and not dependent on the performance of other participants.
  
  Use of Credits. Credits earned through the Joint Action Program may only be used for nationally targeted Express CPC ads that: (i) use “Sign Petition” as the call-to-action; (ii) link to a petition or letter campaign; (iii) do not result in a user being opted into more than one email list; and (iv) are not themselves Joint Actions. Credits may be redeemed through Partner’s Joint Action wallet when placing an order.
  
  Partner Responsibility for Participation. Partner acknowledges that certain Joint Actions may be hosted by, associated with, or promote causes, organizations, political committees, candidates, ballot initiatives, lobbying efforts, or advocacy campaigns that may implicate federal, state, or local campaign finance, lobbying, tax-exemption, or other laws and regulations. Partner is solely responsible for determining whether participation in any Joint Action is appropriate and lawful for Partner, including with respect to Partner’s tax status, legal obligations, internal policies, and compliance requirements. Service Provider does not provide legal advice or representations regarding the legal, tax, or regulatory implications of participating in any Joint Action.
  
  Additional Terms. Credits have no cash value, are non-transferable, non-refundable, and do not expire. Participation in the Joint Action Program and use of any credits remain subject to this Agreement, including Service Provider’s Content Policy. Service Provider reserves the right to determine eligibility, participation, hosting status, credit issuance, signer attribution, and compliance in its sole discretion. Service Provider further reserves the right to modify, suspend, limit, or terminate the Joint Action Program or any Joint Action at any time and for any reason.
Platform Fees. Partner agrees to pay Service Provider in exchange for the Services, the amount set forth in any applicable order submitted by Partner, (the “Fees”) which such Fees will be calculated based on a cost per acquisition arrangement (which in the case of Express CPC based Services shall be each time an end-user clicks a link provided by Partner as part of the Campaign), and as described in any receipt from Service Provider, subject to any bulk order Purchase Order. Fees do not include any foreign, federal, state or local taxes that may be applicable to the sale of the Services to Partner. When Service Provider has the legal obligation to collect such taxes, the appropriate amount shall be added to Partner’s Fees and paid by Partner, unless Partner provides Service Provider with a valid tax exemption certificate authorized by the appropriate taxing authority.

Pay As You Go. Partner will be billed via credit or debit card, and by entering credit or debit card information upon submitting an order, Partner agrees that Service Provider may charge the Fees and any other applicable charges to such card. Partner is responsible for ensuring that the credit or debit card information submitted to Service Provider is correct, and if the credit or debit card information provided by Partner does not lead to the prompt payment of the Fees and applicable charges to Service Provider, Partner agrees that Service Provider may seek and obtain payment of the Fees and any other applicable charges from Partner in any other lawful manner. No error or incorrect information relating to the Partner’s credit or debit card will relieve Partner of its duty to pay the Fees and any other applicable charges, and Partner will remain liable for the entire outstanding balance until Service Provider actually receives payment. For further information concerning the use of credit and debit cards, please see Section 4.
Prepaid Account. Partner may choose to prepay for Service Provider’s services via ACH or wire transfer. Refunds on prepaid orders are subject to the terms specified in any applicable bulk purchase order or insertion order.

Payment Items.
1. Credit and Debit Cards. Partner understands that use of the Services may result in charges to Partner for the Services Partner receives. Fees paid by Partner are final and non-refundable, except as provided in these Terms, any bulk order Purchase Order, as otherwise determined by Service Provider, or when required by law. Partner represents and warrants that the credit or debit card information Partner provides is correct and Partner will promptly notify Service Provider of any changes to such information. Upon Partner’s agreement to obtain the Services, Service Provider may run and refund a $1 charge.
2. Payment Processing. Service Provider uses one or more third party payment platforms to process credit or card transactions for your account (“Payment Services”). By using the Payment Services and agreeing to these Terms, Partner also agrees to be bound by the respective terms of service of the applicable payment platform. Partner expressly understands and agrees that Service Provider shall not be liable for any payments and monetary transactions that occur through Partner’s use of the Payment Services. Partner expressly understands and agrees that all payments and monetary transactions are handled by the applicable payment platform. Partner agrees that Service Provider shall not be liable for any issues regarding financial and monetary transactions between Partner and any other party, including the applicable payment platform. Partner is responsible for all transactions (one-time, recurring and refunds) processed through the Payment Services and/or the applicable payment platform. Service Provider is not liable for loss or damage from errant or invalid transactions processed with Partner’s account with the applicable payment platform, which includes without limitations transactions resulting from data breaches or other misappropriation of information. This includes transactions that were not processed due to a network communication error, or any other reason. Partner understands that Service Provider uses the applicable payment platform to run the Payment Services and that the terms of service of the applicable payment platform is subject to change at any time and such changes may adversely affect the Payment Services. Partner understands and agrees to not hold Service Provider liable for any adverse effects that actions (whether intentional or unintentional) on the part of the applicable payment platform may cause to Partner’s account with the applicable payment platform or Partner’s account with Service Provider.
3. Establishing Fees. As between Service Provider and Partner, Service Provider reserves the right to establish, remove and/or revise charges for any or all services obtained through the use of the Services at any time in Service Provider's sole discretion. Any and all orders made by Partner shall be charged at the rate specified at the time of the order.
4. Charges. Partner will be charged upon the completion of each Order for the balance of its fees incurred on that Order, which will be charged to Partner’s credit or debit card, typically within two business days, pursuant to these Terms. Upon termination of any Order, the Partner’s then-outstanding balance will be charged to Partner’s credit or debit card, or deducted from Partner’s prepaid balance.
5. Service Provider may, at its discretion, elect to charge for services provided to date on orders that were placed more than sixty (60) days prior.
License Grant. Subject to these Terms, Service Provider grants to Partner, for the duration of Partner’s use of the Platform and the Services, and for the Permitted Use (defined below) only, a limited, non-exclusive, worldwide, non-transferable, sub-licensable, revocable right to access the Platform and use the Service. Partner acknowledges that Service Provider has no delivery obligation and will not ship copies of any software to Partner as part of the Service. Partner agrees that Partner does not acquire under these Terms any right to access and/or use the Platform or Services in excess of the scope and/or duration of the right of use and access of the Platform or Services expressly granted hereunder. Upon termination or expiration of these Terms or the Services hereunder, Partner’s right to access and use the Platform or Services will terminate. As used herein, “Permitted Use” means the following limited uses by employees and contractors of Partner: create and promote Campaigns on behalf of Partner for the purpose of growing Partner’s opt-in email and SMS lists, and/or driving traffic to Partner’s website by generating additional clicks to hyperlinks leading to Partner’s website. Partner may also authorize a third party to utilize the Service on Partner's behalf, solely for the benefit of Partner. So long as these Terms are in effect, Partner grants to Service Provider a non-exclusive right and license to use certain authorized intellectual property of Partner – including Partner’s logo and name, and such other trademarks, copyrighted material, and other aspects of Partner’s intellectual property as Partner specifies in writing – for the sole purpose of delivering the Services, informing users of the identity of its Partners, and marketing its services to other prospective Partners. This license shall terminate upon Partner’s discontinuation of use of the Services.
Access to Platform. As part of the Services, Service Provider shall provide Partner with non-exclusive access to the Platform and Services pursuant to these Terms. Partner must establish an account with Service Provider in order to access the Services. Partner may be required to provide certain information to Service Provider to establish an account, including but not limited to Partner or an authorized user’s name, payment and billing information, Partner entity type, brand colors, logo, and email address. Partner and its users shall be responsible for maintaining the security of user accounts, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Partner’s account. For opt-in acquisition Services (and not Services arising out of an Express CPC Campaign). Partner is also required to maintain an updated suppression file of all email addresses on its electronic mailing list, so that Service Provider will only be identifying and providing new email addresses to Partner. Partner agrees and acknowledges that any Fees are based on a cost per acquisition model shall be based on gross acquisitions, even if such acquisition is of an email address Partner’s email list, unless the email address was included in Partner’s suppression file at the time the email address was added to Partner’s list via its Civic Shout campaign. For the removal of doubt, Partners will not be assessed any Fees for acquisitions of information adequately disclosed in the suppression file described herein. For Express CPC Campaigns, Partner agrees and acknowledges that Partner will be charged on the basis of the amount of clicks on Partner’s hyperlinks as recorded and determined in the sole discretion of Service Provider. Partner may see a discrepancy between the clicks recorded by Service Provider and website visits recorded by third-party service providers due to cookies, ad blockers, interruptions in third-party service provider uptime, or other various factors, but notwithstanding the foregoing potential for (or actual experience of) such discrepancies, Express CPC Services and their associated Fees will be calculated based on the unfiltered number of clicks recorded by Service Provider’s systems, being the same number specified on Partner’s campaign dashboard, all in the discretion of and calculated by Service Provider, and all irrespective of the number of actual website visits recorded by third parties.
Limitations on Use. Service Provider shall be entitled, at any time and for whatever reason, to limit, deny, create different priorities to different users, modify, or cancel the Services and/or some or all of the functionality or content of the Services without prior notice and in its sole discretion. Service Provider may elect in its sole discretion to condition the continuation of the rights granted Partner hereunder on Partner accepting service improvements, corrections, adaptations, and conversions to more recent versions or any other changes to the Services. Express CPC Services shall not be used for the purpose of soliciting donations, and any none of Partner’s ads or links that shall ask for or mention donations, or link to a donation processing page., Service Provider shall have the right to deny, reject, or remove such ad or link, as pursuant to the rights retained by Service Provider’s described herein, including but not limited to Service Provider’s right to terminate that particular link or ad.
Prohibition on Selling Information. Partners expressly may not, under any circumstances, sell, exchange, convey, swap, gift, or otherwise disseminate any personal information, email addresses, phone numbers, or any other information acquired through the Platform or Services without receiving express written consent (which may be in the form of an opt-in mechanism) from the person whose personal information, email address, phone number, or other information, would be sold, exchanged, conveyed, swapped, gifted, or otherwise disseminated. Partners may, however, use contact information acquired through the Platform to send emails and/or texts from affiliated entities under their control operating under similar organization names. Any violation of this Section, as determined in the sole discretion of Service Provider, may result in Partner and its content being permanently removed from the Platform.
License Restrictions. Partner will not, and will not permit any third party to, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services; or otherwise use the Services for the benefit of a third party. Partner will use the Services and Platform only in compliance with all applicable laws and regulations.
Ownership. These Terms do not convey any rights of ownership in or title to the Service, including copies or modifications thereof and anything developed and delivered under these Terms. The Services are proprietary and contain valuable trade secrets of Service Provider. All right, title and interest in the Service, and any modifications, corrections, bug fixes, enhancements, updates, additions, or new works created by Service Provider (alone or in collaboration with Partner) or derived therefrom, is and will remain the sole and exclusive property of Service Provider, but, if applicable, will be included as part of the Services for purposes of the rights granted to Partner hereunder. Any and all modifications or enhancements to the Services made by or authorized by Partner or Partner’s users or Service Provider remain the sole property of Service Provider. Partner’s use of the Service, and any modification thereof, is limited to that specifically permitted in these Terms.
Termination.
1. By Partner. Partner may fully terminate its use of the Services at any point through its account management page. Such termination will result in the deactivation or disablement of Partner’s account and access to it, and any then-outstanding Fee or charge shall be charged to Partner’s credit or debit card. Partner may also temporarily suspend its use of the Services at any time by cancelling an acquisition campaign, at which point their petition(s) or Lead Ad(s) will not be promoted on the Platform. Partner will still be charged in accordance with these Terms for any Fees or charges associated with Purchase Orders and related credits that were redeemed prior to such temporary suspension.
2. By Service Provider. If Partner breaches any of the terms, conditions or covenants of these Terms, then, in addition to all other rights and remedies at law or in equity, Service Provider shall have the right to immediately terminate these Terms and cease rendering Services. Notwithstanding the foregoing, Service Provider may suspend or terminate these Terms immediately if (a) Partner fails to make a payment due hereunder, or (b) Service Provider otherwise determines in its reasonable discretion that it must terminate these Terms to avoid or minimize its liability to third parties or protect the reputation of the Service Provider, upon prior written notice to Partner. Partner shall pay Service Provider any unpaid amounts for the Services accrued prior to notice of termination and for all costs arising from such termination, including reasonable attorneys’ fees.
Privacy. Each party represents and warrants that it will comply with all applicable privacy laws and regulations (“Privacy Rules”) in connection with the Services utilized.
Compliance with Reporting and Campaign and Tax-Exemption Laws. Service Provider has endeavored to structure its products and Services in a manner that enables Partners to receive Services without participating in or intervening in any political campaign within the meaning of Section 501(c)(3) of the Internal Revenue Code and related regulations and without making or receiving a contribution that would be reportable to the Federal Election Commission (FEC). However, Partner agrees and acknowledges that Partner is solely responsible for compliance with the laws and regulations relating to Partner’s tax-exempt status (if applicable) and the campaign finance laws to which it may be subject, and that failure to comply with such laws, rules, or regulations may expose Partner to fees, fines, or other liability for which Partner will be solely responsible, and that Partner has agreed to indemnify and hold harmless Service Provider on the terms described in Section 18 for certain claims, fines, penalties, suits, actions, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with this Section.

Partner further understands and acknowledges that Service Provider’s products and Services may entail the dissemination of materials which qualify as political advertisements under federal, state or local laws and regulations, and which may require specific disclaimers and reporting. Partner agrees to provide any necessary legal review of all disclaimer and reporting obligations associated with content or advertisements produced by Service Provider, and Partner agrees and acknowledges that Partner is solely responsible for providing any legally-required disclaimers in advertisements or content produced and/or disseminated by Service Provider.

Partner shall provide Service Provider with all legally-required disclaimers – including language, format, placement, and all other legal requirements – prior to the dissemination of any content or advertisements requiring such disclaimers. Partner’s approval for Service Provider to disseminate any content or advertisement shall constitute acknowledgment and certification that Partner has reviewed the content or advertisement for compliance with applicable laws and regulations.

Partner also is solely responsible for complying with reporting obligations associated with content or advertisements produced and/or disseminated by Service Provider, including, but not limited to, “electioneering communications” reporting, “issue advocacy” or “grassroots lobbying” reporting, campaign finance reporting, and any requirements to submit political content, advertisements, or financials to governmental entities. For the removal of doubt, Partner is solely responsible for ensuring that all content or advertisements disseminated by Service Provider as part of the Services complies with all applicable rules, laws, and regulations relating to the applicable content or advertisement.

If you have questions about this Section, please contact [email protected]
Content Policy. With respect to any content posted to the Platform, or to any other website or communications mechanism owned or controlled by Service Provider, Partner must strictly comply with the Service Provider’s Content Policy.
Confidential Information. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's business (hereinafter referred to as "Confidential Information" of the Disclosing Party).
1. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information; and (ii) not to use (except to perform its obligations hereunder or as permitted herein) or divulge to any third person any such Confidential Information.
2. The Disclosing Party agrees that the foregoing shall not apply with respect to any Confidential Information that the Receiving Party can document (a) is or becomes generally available to the public; or (b) was in its possession or known by its prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it by a third party; or (d) was independently developed without use of any Confidential Information of the Disclosing Party; or (e) is required by law. The Disclosing Party is entitled to seek injunctive relief to prevent or mitigate disclosure or threatened disclosure of any Confidential Information, and Receiving Party agrees that disclosure or threatened disclosure of Confidential Information would cause irreparable harm to Disclosing Party that could not be remedied by money damages alone.
3. For the purposes of this agreement, suppression files uploaded to the Platform shall be considered Confidential Information.
4. Confidentiality of Donor Information. Partner may provide information to Service Provider identifying its donors and certain data concerning their interaction with Partner. If this information is provided to service Provider, the following terms apply:
Representations and Warranties.
1. Each party represents and warrants to the other party that it has the power and authority to enter into these Terms.
2. Service Provider warrants to Partner that it will (a) perform the Services substantially in accordance with its documentation under normal use; and (b) provide the Services in a manner consistent with generally accepted industry standards.
3. Partner warrants to Service Provider that Campaigns shall not contain content prohibited by any applicable law or the Content Policy.
Disclaimers.
1. No Guarantee of Results. Partner understands and acknowledges that, it is not possible to guarantee that the performance of the Services will be successful in producing any specific results. Partner hereby acknowledges and agrees that Service Provider shall not be liable for the failure of the performance of the Services to generate any expected or useful results.
2. PARTNER EXPRESSLY UNDERSTANDS AND AGREES THAT THE SERVICES AND PLATFORM ARE PROVIDED TO PARTNER STRICTLY ON AN "AS IS" AND “AS AVAILABLE” BASIS, AND THAT PARTNER’S USE OF THE PLATFORM AND SERVICES ARE AT PARTNER’S SOLE RISK. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SERVICE PROVIDER. SERVICE PROVIDER MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES, OR THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. SERVICE PROVIDER DOES NOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS BEYOND ITS REASONABLE CONTROL. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND FOR THE REMOVAL OF DOUBT, THE SERVICE PROVIDER DOES NOT REPRESENT OR WARRANT THAT: a. SERVICES WILL BE ERROR-FREE, OF ANY PARTICULAR QUALITY OR, IN GENERAL, AS YOU EXPECT; b. IN CONNECTION WITH ANY PART OF THE SERVICES THAT ARE ACCESSED OR OTHERWISE UTILIZE THE INTERNET OR ANY SOFTWARE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, THIS DISCLAIMER EXTENDS TO THE SECURITY AND RELIABILITY OF SUCH SERVICES AND THEIR PROVISION WITHOUT VIRUSES OR OTHER HARMFUL COMPONENTS OR ACTIONS SUCH AS BREACHES OR HACKING; c. THE SERVICES WILL MEET OR EXCEED YOUR REQUIREMENTS OR EXPECTATIONS; d. THE QUALITY OF ANY LEADS OR SERVICES PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET OR EXCEED YOUR REQUIREMENTS OR EXPECTATIONS, OR e. ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED.
3. Account Use. Partner is solely responsible for management of their account, and Service Provider shall not be held liable or responsible in any way for the actions, mismanagement, malfeasance, fraud, or the like of any individual to whom Partner grants access to its account and the data affiliated therewith.
Internet Delays. SERVICE PROVIDER'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. YOU AGREE THAT SERVICE PROVIDER IS NOT RESPONSIBLE OR LIABLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
Indemnification. By entering into these Terms and using the Services, Partner agrees that it will defend at its expense and hold Service Provider, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys, assigns and agents, harmless from and against any and all claims, fines, penalties, suits, actions, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:
1. Partner’s violation or breach of any term of these Terms or any applicable law or regulation, whether or not referenced herein, including but not limited to the compliance obligations of Partner described in Section 12;
2. Partner’s violation of any rights of any third party;
3. Partner’s use or misuse of the Services;
4. Use or misuse of Partner’s account and data obtained using such account by a person to whom Partner granted access to such account;
5. Any and all other claims, suits, actions, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with the Services or the Partner’s relationship with Service Provider, including but not limited to any such claims, suits, actions, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising from any data breach, hacking, or similar misappropriation of information (including but not limited to those that arise out of Partner’s provision of links to be used in the Express CPC program) that was collected or obtained as part of the provision of the Services by Service Provider or its parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys, assigns and agents, to the extent that such claims arise out of any negligent acts or omissions by Partner, or Partner’s failure to implement adequate data security measures.
6. Partner’s violation of any federal or state laws, including but not limited to any such violations relating to partner’s tax status.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO PARTNER OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, LOSS OR MISAPPROPRIATION OF DATA OR PERSONAL INFORMATION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THE SERVICES AND OTHER THIRD PARTY ITEMS AND/OR THESE TERMS, OR FOR ANY CLAIM BY ANY THIRD PARTY (INCLUDING FOR INTELLECTUAL PROPERTY INFRINGEMENT), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF SERVICE PROVIDER TO PARTNER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY PARTNER FOR THE SERVICES GIVING RISE TO THE LIABILITY.
Changes and Updates. Service Provider may change these Terms and Special Offers at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. The most current version will always be posted on Service Provider’s website. If an amendment is material, as determined in Service Provider’s sole discretion, Service Provider will notify Partner by email. Notice of amendments may also be provided upon Partner user’s login to Partner’s account. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require Service Provider to obtain Partner’s consent to such changes, or to provide Partner with sufficient advance notice of them. If Partner does not want to agree to any changes made to the terms for a Service, Partner should stop using that Service, because by continuing to use the Services Partner indicates its agreement to be bound by the updated terms.
General. These Partner Terms of Service constitute the complete and exclusive agreement between Partner and Service Provider with respect to the subject matter hereof, and supersede all prior oral or written understandings, communications or agreements unless expressly set forth herein. Neither party will have the right to assign these Terms, except that either party may assign its rights and obligations without consent to a successor to substantially all its relevant assets or business. Either party may identify the other party as a contractor or client (using the other party’s name) and generally describe the nature of the Services or relationship in marketing materials to current and prospective clients. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. These Terms and any dispute arising hereunder shall be governed by the laws of the State of New York, without regard to the conflicts of law provisions thereof. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees. Any lawsuit arising from or related to these Terms or the Services shall be brought exclusively before a court of competent jurisdiction in the state courts of New York, and you hereby consent to the jurisdiction of any such court. Without limiting anything herein, and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions and power failures. For all purposes under these Terms each party shall be and act as an independent contractor and shall not bind nor attempt to bind the other to any contract. Any notices in connection with these Terms will be in writing and sent to the address specified in the Partner’s account.
These Terms and Conditions were last updated: January 31, 2026.